iSteal Spencer Back
by x4ashes4ashes
Summary: When Spencer finally gets serious about a girl, Carly is terrified she might lose him. Spencer/Carly: this is your incest warning. A sprinkling of Freddie/Sam as well. Takes place after iQ.
1. Chapter 1:Prologue  Spencer Meets Emily

Disclaimer: iCarly, its characters, etc., etc., do not belong to me. I make no profit from their usage here. Etc.

Summary: When Spencer finally gets serious about a girl, Carly is terrified she might lose him. Spencer/Carly: this is your incest warning. A sprinkling of Freddie/Sam as well. Takes place after iQ.

Author's Notes: Reviews are always appreciated, even just a quick word saying you liked it. My blog is linked through my profile page – I recently did a few posts treating Spencer/Carly in great detail, so be sure to check that out if you're interested.

**CHAPTER 1**

PROLOGUE: SPENCER MEETS EMILY

Four months ago…

"Now you hurry on up and get over here, Spencer. _COPS_ is about to start."

"Yes, Gram Gram," Spencer replied dutifully to his friend Socko's grandmother, scooping the mashed potatoes that remained on his dinner plate into a heaping spoonful and stuffing it into his mouth.

"It's Saturday night. You shouldn't be here. You should be out on a date," interjected Mary, Socko's girlfriend.

Spencer looked around and saw quite a few people who weren't out on a date, _including _Mary, but his mouth was full of creamy potato goodness and he said nothing.

She considered herself to be something of a matchmaker, and was not currently Spencer's favorite person in the world as she had recently decided that it was her personal mission to find Spencer his special someone. "I mean, there's nothing wrong with being single for a while, but you're 31, Spence," she explained as she began clearing the table. "It's time to think about settling down. Starting a family."

_Settling down? Starting a family? _

_Spence?_

Who the hell did this woman think she was? Spencer didn't appreciate intrusions or intrusive people.

And he liked things the way they were just fine.

Spencer's heart was seized with terror and the unappetizing appearance and smell of the unfinished garlic shrimp was not helping his sudden onset of nausea.

"Leave him alone," Socko ordered, patting his friend on the back. "When it's time, Spencer will find 'The One'. It's not like he has trouble meeting girls. He's always telling me about whatever date he's just been on."

"Sure. He meets girls, he goes on dates. But how many second dates? Everyone knows he hasn't had a real relationship since _high school_. I've only known him for a few months and even _I_ know that about him."

Spencer was not enjoying the dinner conversation. Was it time for _COPS_ yet? "Listen, Mary, I, uh, appreciate your interest, but I am doing just fine. I really don't need any help with-"

"Exactly. Zero second dates," Mary continued, with little care for Spencer's desires, or his growing pallor.

"Not zero," he corrected, without much force. He looked to Socko for help, but his friend was too busy cleaning his plate and watching a commercial for a used car company.

"And why is that?" Mary continued to interrogate.

He wasn't in the mood for a trip down memory lane, but a procession of girlfriends past marched unwelcome into his mind. There was Gibby's mother…he shuddered. That relationship was doomed from the start – he couldn't date the mother of one of Carly's friends, _especially _not when that friend was Gibby.

He shuddered again.

Then there was Carly's teacher…well, that wasn't Spencer's fault, that was all her: she was psycho. Clinically. And of course, more recently, Candice…she just couldn't handle the real Spencer. She couldn't handle seeing him spoon-fed salsa by Carly while he pretended to be a baby. And it was best to forget Jenna altogether – Carly had seen that relationship for what it truly was, and it was not pretty. "You know, things happen. Sometimes things just aren't meant to be." Spencer shrugged and scooped some cold green beans onto his plate, hoping Mary would change the subject.

She didn't: "Well you must be doing something to scare all of these girls away."

"If you ask me, there's something wrong with the single ladies of Seattle," he argued.

Mary wasn't asking him. "You are a guy, aren't you?" she pointed out, arching one of her eyebrows.

"A little help here," Spencer begged, turning to Socko.

Socko quickly swallowed. "Give my man here a break. He's the best guy I know. He's been raising his little sister, hasn't he?"

Mary sighed and nodded. "Sure, you're a good guy, Spencer. I know that. But the way a guy treats his sister isn't exactly indicative of the way he treats his lady friends, is it? A man would have to be a sociopath not to have a soft spot in his heart for his baby sister. Wouldn't you agree?"

Socko nodded, still distracted by his food and the television. Spencer agreed as well, though he didn't like his love for Carly and what he had done for her being written off as a general rule of society.

Mary took his plate right out from under him, even though he wasn't done with it yet, and carried it towards the sink. "Now, listen, Spencer: I know a lot of girls, and I am going to find you a nice one."

"A blind date?" Spencer groaned.

"As many blind dates as it takes. I feel it's my responsibility."

"Why is that again?" Spencer asked.

"He doesn't like seeing you lonely," Mary replied, smiling affectionately at Socko.

"I never said that," Socko intervened, though he made no further effort to stem the flow of the conversation.

"Blind dates aren't so bad, Spencer. I'm sure Carly has set you up with women before."

She hadn't. Ever.

Thank God for that.

"Just tell me what you're looking for in a girl," Mary continued. "A girl you could marry."

What did he want in a girl?

That wasn't a question he spent much time considering. Availability was the quality he had valued most in the past.

Hmmmm…Well, someone sweet, and kind. Someone who laughed at his jokes, and could appreciate his art and how much it mattered to him, but who could keep him on track and rein him in when he got too…ambitious, or forgetful, or preoccupied. Someone who was young at heart like he was, someone who never took herself too seriously. Someone funny and smart…but not so smart that she wouldn't enjoy his company or share his interests. The perfect amount of smart. And…well, she'd have to get along with Carly. Carly was an important part of his life – the _only_ important thing in his life – so she would have to get along with Carly.

Be like her.

Be _just_ like her…

Spencer shook his head. "Uh, I'm open. You know, a nice girl."

"I don't know why I keep talking about girls. You're in your 30's-"

"Early thirties," Spencer corrected. "_Very_ early thirties."

"Right. Early thirties. We should be talking about women."

"Uh, yes, I suppose."

"So, what do you want her to look like?" Mary thought it was sweet that Spencer hadn't started talking about looks from the start.

Spencer shrugged.

"I don't even know why I bother," Mary lamented, angry at his lack of cooperation. "Tall or short."

"Well, shorter than me."

Mary raised her eyebrows. "Yeah, that's not going to be a problem."

"Right. Well, short, I think." When he pictured being with his perfect girl, she was small. He could pick her up. Carry her around.

"Light hair or dark hair."

"Dark hair, I suppose."

"Long hair or short hair?"

"Well I don't want Rapunzel, but-"

"Long it is," Mary interrupted, businesslike. "Straight or curly?"

"Straight," he answered immediately.

"For a man who shrugged when I asked him what his dream girl looked like, you sure seem to know what you're talking about. All right, straight hair. Brown eyes or blue eyes?"

"Brown eyes." Big brown puppy eyes staring up at him with adoration.

If Mary found him this girl, he just might consider trying to stop hating her.

"Light skin or dark skin?"

Spencer shrugged.

"I'm not going to think you're racist if you say light skin," Mary informed him bluntly.

"Fine. Lighter skin." He held up his forearm and examined it in the overhead light. "I can't have her making me look like Jack Frost."

"You are a little on the…fair side."

"It's not my fault! This is Seattle." Anyway, he'd met the tanning salon crowd, and those girls were not for him.

"I'll get right on it."

Spencer frowned.

He didn't stay to watch _COPS _after all; he felt like going home after dinner.

Carly and Sam were on the couch. Sam was sleeping, one leg hanging off the side onto the ground. Carly was wrapped up in a blanket.

"Are you watching the Dingo channel?" he asked, surprised. The mildly irritating music brought back some traumatic memories of the sensory stimulus chamber Carly and Gibby had stuck him in. He shook off the PTSD.

Spencer didn't bother keeping his voice down: Sam could sleep through almost anything.

Carly shrugged. "I was in the mood for something cheesy." She paused. "I'm always in the mood for something cheesy."

Spencer ran over to the fridge and pulled out a block of cheddar. "Cheese it is."

"Didn't you just have dinner?" Carly reminded him, laughing.

He took a big bite off the corner. "The French have cheese after dinner, did you know that?"

"Ha ha ha," she said, mocking the French nasal laugh. "Zen bring ze fromage here."

Spencer pushed Sam's other leg off the couch to make room for himself, and still she did not wake. He plopped down in the middle, and handed the block cheese to Carly.

"Why are you home so early?" his sister inquired after taking a nibble.

"Well, Socko's girlfriend wants to set me up with her friends, and-"

"You really don't like her, do you?"

"She's being so nice, trying to…no, I can't stand her. At all."

Carly laughed.

"You could tell?" Spencer asked, impressed. "Socko can't even tell."

Carly laughed again, and Spencer decided - not for the first time - that it was his favorite sound in the world.

His expression must have turned serious, because Carly furrowed her eyebrows at him. "What?" she questioned. "Is this about Mary? Don't worry. I'm sure they'll break up. Or you'll get used to her. It'll be fine. It always takes time to get used to someone new."

He smiled at her warmly and kissed her on the forehead.

"What was that for?"

He shrugged. "For being the best little sister in the world."

She shrugged modestly, a huge smile on her face. "It's true."

He ripped the cheese out of her hands. "Moi turn for ze cheese."

"That's not even close to correct."

"Oh. You're some kind of French expert now?"

"Oui."

He bopped her on the head with the Cheddar and then reclined back against the cushion. "So, what are we watching?"

Carly picked up the remote and changed the channel. "_COPS_," she informed him with a smile.

"You don't have to-"

"It's OK. It's what_ you_ want to watch, right?"

"Well…yeah. Oh _you_."

Pleased she could do something to make him happy, she smiled yet again. Setting the remote back down, she crossed her arms and then settled in against his shoulder.

/-

Spencer woke to a tap on his head.

It was Sam. "Will you drive me home?" she whispered. "It's too late to walk. I could be mugged. Or raped. Or murdered. Do you want that on your conscience? They'll call you Spencer Shay, the man who was too lazy to keep his sister's best friend was being mugged, raped, and murdered. Chopped into little pieces. Fed to rats. Or cooked and eaten by hungry hobos."

Spencer had slumped down to the side in his sleep, and was more or less lying down on the couch now, still facing the TV. Carly was in a similar position in front of him having slid in a parallel pattern, his arm wrapped around her stomach, probably the only thing keeping her from falling forward onto the floor.

He gave Sam a wry look. "Sounds like a legitimate concern."

She crossed her arms, unamused. "So?"

Spencer sat up, but had to bring the far-too-precariously balanced Carly with him. She moaned softly as he pulled her up into his lap, but her eyes did not open.

"Why can't you just stay here?" Spencer demanded, a little distracted by Carly's angelic sleeping face. "She looks adorable," he commented to Sam.

"She's snoring," Sam returned with an impatient frown.

He hadn't noticed.

"_You're_ the one who's always trying to get _rid _of me," Sam argued.

Sam had considered breaking into Freddie's apartment and asking him to walk her home, and then it seemed like a bad idea, and that had made her angry, and now she just wanted to be at home.

"That's not fair, Sam. The butcher thinks I've opened my own deli because of how much ham I've bought for you from him. You know you're always welcome here. Well, _most _of the time. Usually." He amended once more: "_Often_, anyway."

"Mmmm. Ham," Sam mumbled, heading into the kitchen. "It's just that I told my mother I'd wake her up and take her to church in the morning. The phone won't wake her – I've got to be there in person. And she might still be drunk from tonight, so she probably shouldn't drive there."

"Why does _your mom_ want to go to church?"

"She's dating the minister. Like that'll last." Sam laughed raucously, and then dangled a slice of lunch meat into her mouth. "And if I leave in the morning, I'll have to walk," she mumbled through a mouth full of ham. "And it makes me tired just thinking about it. So I'd probably end up waking you so you could take me. So what you need to ask yourself is whether you'd rather take me right now, or bright and early in the morning."

Spencer was cradling Carly in his arms as he got ready to hoist her up into a fireman's carry and take her up to her bed when the conversation woke her. She gave him an odd look before crawling off of him and to her feet.

He felt heat rush to his face.

He didn't understand why he should feel embarrassed, but he did.

Carly yawned and turned off the TV. "In the morning," she announced, walking over to Sam, grasping her around the arm, and dragging her towards the stairs. "I don't even care what it is, it can wait until morning."

/

"It's Sunday, isn't it?" Carly demanded, munching on a piece of toast at the kitchen table.

Spencer nodded.

"So why I am awake?"

Spencer inclined his head towards Sam who was in a familiar position at the fridge.

"Oh, right," Carly sighed.

"This could have all been over with last night. You have only yourself to blame. You guys are out of Wahoo Punch," Sam complained.

"Have some water," Carly suggested.

"I'd rather die." Sam pulled out a two-liter of Coke instead. She took a swig. "This is flat!"

Carly rolled her eyes. "We should go."

"_We_?" Spencer asked.

"I'm coming too," Carly stated, frowning. "Aren't I?"

"I can't fit all of three of us on my motorcycle."

"Challenge accepted," Sam clapped excitedly.

"No. No no no no no. No. It's too dangerous. And illegal, I'm pretty sure."

"Oh come on," Carly pleaded. "It's just a few blocks. It's Sunday morning – the streets are empty." She jumped to her feet. "And we're little."

Spencer groaned and gave in. "You'll be paying the ticket. And the hospital bills. They're coming out of your allowance."

Fortunately, Spencer had three helmets. He distributed them as they walked down to the parking lot, giving the best one to Carly without an iota of guilt, and then threw on his jacket. It was a bit chilly, but not cold, so he didn't zip it up. He disengaged the kickstand and hopped on.

Sam and Carly both made a move to get on next. They halted, awkwardly, and exchanged unsure looks. Then Carly proceeded boldly forward and vaulted onto the seat behind her brother. She slipped her arms around him, _underneath_ his jacket. He felt the extra pressure at the top of his ribcage where her hands met and her fingers intertwined.

Sam bounced on in back.

Spencer felt Carly scoot closer to him – which he hadn't thought possible – in order to make room for her friend.

"You OK back there?" he inquired of Sam.

"It's a little uncomfortable," Sam began, but Spencer turned on the engine so that he couldn't hear her finish. Anyway, it wasn't as if he could move forward any more. He was already closer to the handlebars than made him completely comfortable, and things were going to get difficult if he got any closer to the pedals. He was a tall man.

"Hold on!" he shouted, and then he put the bike in motion.

/

Spencer was just going to let Sam jump off as he waited at the intersection stoplight, but Carly wanted a donut from the pastry shop at the base of Sam's building, so Spencer found a parking spot and pulled over.

While Carly was making her purchase, Spencer waited - still seated.

"Wild night?" he heard a woman ask. Turning his neck a little, he saw it was a jogger who had spoken. In her tight black leggings and red windbreaker, he was surprised he hadn't noticed her already. She indicated the still-distantly-visible Sam with a nod of her head, and then gestured towards Carly's retreating form.

The impressed grin on her face tempted Spencer to let her keep her assumptions, but the truth would have outed soon enough. "Syndicated television with my little sister and her best friend? Yeah, it was pretty wild."

She smiled. "Nice bike."

"You like? I could give you a ride."

"Do you have a two-girl passenger minimum?" she teased.

He shrugged. "I'm considering one."

She leaned forward. "As much as I would love to quit," she pointed to her jogging clothes, "when I take my life into my hands, it's going to be for something that's worth it."

"What about _someone_ that's worth it?" He met her lean, and raised her an eyebrow-lift.

She laughed. "I'm Emily."

"Spencer."

They shook hands.

"I'll be here tomorrow. Same time. What would you say to coffee?"

"I don't know. Maybe 'Hello coffee? How is your day going? I'm sorry I'm going to drink you.'"

She shook her head at him, amused. "Don't worry: you'll be getting whole milk and real sugar for your last meal. No skim or Sweet n Low for you," she continued the game.

"You'll be free soon, Coffee. No more cups for you."

"My stomach is a warm and happy place. And you won't be lonely: a blueberry scone will be joining you soon," Emily added.

Spencer hadn't noticed Carly reappear until he looked over and saw her standing there. Puzzlement decorated her face.

"We're talking to coffee," her brother informed her, as if it were the most normal thing in the world.

She nodded. "I see. Where's the coffee?"

"It's hypothetical, future coffee. Tomorrow's coffee, right?" Emily looked to Spencer for confirmation.

He smiled flirtatiously at her. "Definitely."

She nodded, and then introduced herself to Carly. "I'm Emily."

The woman was in good shape, her light-red hair pulled back in a high ponytail, showing off her green eyes. She stood a few inches taller than Carly, her posture enviable.

"I'm Carly."

"It's nice to meet you."

"You too," Carly responded. "He's my brother," Carly apprised her unnecessarily, bumping her shoulder against Spencer's. "We're not…you know."

"I know."

The silence that descended on them was acutely awkward. Carly pulled a donut out of the brown paper bag that was in her hands and held it at eye-level. "Hiya, Donut. Lovely day, isn't it? How about them Mariners?" She wiggled it a little, as if it were animated. "Hell of a ninth inning the other night. If they played that well all the time, we'd win the pennant," she ventriloquated, doing the voice of the donut.

Spencer didn't even crack a smile, and Emily's was only polite.

Carly panicked and took a quick and large bite. Too large, in fact, and lemon filling squirted all around her mouth.

"My heart rate's dropping, so I'd better get going. I'll see you tomorrow, Spencer," Emily affirmed merrily, giving him a nod, and then taking off at a run.

Carly watched Spencer watch Emily dodge a newspaper stand and a few pedestrians before he turned to her. He laughed at her mess, and then lifted his hand to her face and wiped her mouth clean with the edge of his sleeve.

"I got you one," she notified him excitedly.

"It had better be a maple bar," he warned gravely..

"It is!" she cried, pulling it out with a smile. She started to hand it to him.

"Wait!" he commanded, holding up his arm to stop her. He peered towards the end of the block, waiting for Emily to round the corner. The he grabbed the pastry greedily out of her hands and wolfed it down.

"What was that about?"

"She's a jogger! I can't let her see me eat a donut."

"Even joggers must bow before the glorious deliciousness of a fresh maple bar on a Sunday morning," Carly argued. She tossed the packaging into the nearby trash can.

He swallowed the rest of the donut and then gestured for Carly to hop on. "Let's go."

"She was hot," Carly mused, sounding more vexed than proud of Spencer's accomplishment.

"_Yeah _she was. I think she liked me. Do you think she liked me?"

"Yes…I think she liked you."

"She just walked right up to me and started chatting me up."

"Well, you look…_good_," muttered Carly thoughtfully, earnestly, tilting her head to the side and giving him a thorough observation through slightly furrowed eyebrows.

"Oh my God. My hair!" He pulled off his helmet. "I didn't do my hair. What she must have thought!"

Carly slapped him in the chest with a laugh. "She couldn't see your hair, stupid." She reached up and ruffled it. "It actually looks pretty good, though."


	2. Chapter 2  Emily Invades

**CHAPTER 2**

EMILY INVADES

Present Day…

Spencer is going out with a new girl? Must be Saturday.

That's what Carly had thought about Emily at first. But many Saturdays had passed, and the two of them were still together.

"Did you try this? It's amazing. Did you have some?" Sam shoved a piece of pie at Carly's mouth. "Bubble gum pie. Who'd have thought? And it's almost as good as Gallini's."

Carly had already tried the pie. She pulled the crumbling piece from Sam's hand and set it back down. "Let's not get crazy," she responded inexhuberantly. But she had to admit: Emily could make a good pie.

A loud peal of laughter made Carly turn her head: Spencer and Emily were playing a rambunctious game of Who Am I.

Spencer glanced over at the clock. "Oh, we should go. We'll miss our reservation."

Emily shrugged. "I'm OK with that. Let's finish the game."

Spencer beamed and put his arm around her. "Is this girl perfect or what?"

Carly turned her head back to Sam. "Let's go up to my room."

"I'm still eating the pie."

Carly grabbed her arm and began dragging her towards the stairs. Sam reached out for the pie tin just in time and brought it with her.

Throwing herself down on her bed, Carly groaned inwardly. She let out a sigh and turned her eyes to the ceiling.

"What's awry, sweetie pie?" Sam asked, rather more intuitive than usual. Flecks of pie crust snowed down around her.

Restless, Carly jumped back off the bed and began pacing around the room. "I don't know. I just feel…I don't know. I've got to get out of here. Let's go out."

Sam frowned. "OK…Where? The Groovy Smoothie?"

"No! _Out_ out. Dancing, or something. Whatever cool kids do."

Carly plunked down at her vanity and began applying a layer of thick, dark make-up.

Her friend creeped up slowly behind her and laid the back of her hand against  
>Carly's forehead. "You feelin' OK, Carly Shay?"<p>

"Why does everything you say rhyme? I'm feeling fine. Oh God, now I'm doing it."

She vigorously brushed on some mascara.

There was a tap at their door. Carly whirled around instantly, but was disappointed to see Freddie, and turned back to her screen.

"Hello to you too," he responded.

"Don't mind her," Sam said. "She's just freaking out, or something."

"Emily just gave me this external hard drive that she doesn't need. It holds two terabytes. Two! _Terabytes_! She's Spencer's best girlfriend ever."

Sam made a noise of wordless agreement.

"…Yeah…" Carly replied ambiguously.

"Carly doesn't like her," Sam divulged.

Carly swiveled sharply to face her friend. "I _never_ said that." She glanced at the door to make sure it was shut.

Sam didn't seem to care what Carly had or hadn't said. She stuffed another piece of pie into her mouth – silverware was irrelevant – and shrugged. "It's pretty obvious."

"How can you not like her?" Freddie demanded, after gawking for a second at Carly's make-up. "She's perfect."

"No one's perfect," Carly retorted. She stood and stepped towards her closet. Spinning the rod around, she debated what to wear.

"Emily comes pretty close," Freddie debated. "She makes pie, she-"

"Flippin' fantastic pie," Sam corrected.

"She works for that recycling company, so she gets tons of free stuff that Spencer can use in his sculptures, or that she can give to me, as may be the case." He brandished his new hard drive giddily for the second time. "And Spencer's crazy about her. I've never seen him so happy with one of his girls."

"That's not true! Spencer's always happy," Carly protested petulantly from inside of her closet."

Sam and Freddie could hear her sliding around hangers.

"And you gotta admit, she's pretty hot," Freddie finished.

Carly emerged in a jean skirt and tight black tanktop.

"Then again, so are you," he amended.

Sam glanced at him sideways, sorely tempted to fling the rest of the pie in his face.

Carly smiled at the compliment and checked herself out in the mirror.

/

A few minutes later they set out.

"Bye, Kiddo," Spencer said, without ever looking away from the kitchen.

Carly slammed the door. "He didn't tell me get a jacket. He always tells me to get a jacket. Look at me: I'm in a tanktop. I'm going to get cold. I'm going to need a jacket."

"So go get one," Sam ordered impatiently.

"That's not the point," Carly whimpered.

Sam groaned, dashed back inside, and quickly grabbed a zip-up. "Now let's go."

/

"He's checking you out," Sam yelled in Carly's ear over the loud music, poking her in the ribs and then pointing at a guy leaning against a column. "He's hot. Bat your girly eyelashes at him, and I bet he'll come ask you to dance."

He was almost criminally good-looking, dressed slick as hell, and definitely looking at her.

But Carly didn't feel anything inside of her flutter. She barely even felt flattered.

It was sort of liberating, not being even a little bit nervous, because she wasn't even a little bit interested. He did come over, and he did ask her to dance. Carly was going to turn him down, but Sam said "Yes" for her, and then shoved her out onto the dance floor.

Carly danced all night. With him, with others whose faces she didn't even see. She wasn't thinking about them. She was just letting go.

It made for a nice release, but she knew she would have had just as good a time dancing alone in her room. But she didn't want to go home yet.

"We should leave," Freddie complained as the hour got later.

"I'm not your girlfriend anymore, I don't have to do what you say," Sam snapped back at him.

"When did you ever do what I said?" Freddie demanded back.

Sometimes they fought worse now than they ever had when their relationship was just beginning. Or before it.

It was uglier now.

"Go home, Freddie," Carly told him. "Sam and I will be fine."

/

It was dawn when Carly stumbled home. She was tired, and her feet hurt. She smelled like sweat, and somehow like smoke even though smoking had not been allowed in the establishment.

She wasn't quiet when she unlocked the door.

She wanted to wake him.

But she didn't have to: he was sitting on the couch in his pajamas, perfectly awake, and furious.

"Do you have any idea what time it is?" Spencer demanded. "Obviously you don't, or else you would have been home hours ago."

He sounded angry, but he was so taken-aback by her appearance that it was enfeebled.

"Do you know what you're wearing?" he then demanded.

"I didn't think it would be a problem," Carly responded calmly.

"Oh it is very much a problem." He marched over to her, grabbed her face, and smelled her breath.

"I didn't drink," she informed him quietly. "I wouldn't do that." Sam had a fake ID – though it was mostly for buying booze for her mother – and had tried to get Carly to have just one cocktail, but Carly's stomach had been in knots at the thought of doing something that betrayed Spencer's trust in that way. She'd said no, and firmly kept to that.

"You didn't even tell me. You didn't text me back. I've been worried sick."

"Have you?" Carly cried dubiously.

"What do you mean? Of course."

"Really?" She crossed her arms. "Because you barely even noticed that I left. You didn't even ask where I was going."

Spencer furrowed his eyebrows. "What's this all about, Carly?"

She shook her head. "No-nothing. I'm going to bed."

He grabbed her arm as she walked away, and she shook it off.

He was hurt, and looked it.

Carly felt a stab of remorse. "You should punish me. I deserve it."

He scratched his chin. "Uh, yes, you're right. You're…grounded. For the rest of the week."

Carly's eyes bulged: "The whole week?"

"Yes. Until Friday. You come straight home after school, and no friends over, except for one iCarly rehearsal."

Carly didn't think that was so bad, but she tried to look put-out so he wouldn't up the sentence.

She began trudging again towards her room.

"Wait," Spencer called out.

She didn't like his tone. She turned around slowly, and sat down on the couch after he gestured her there.

"There's something else I want to talk to you about," he began.

Carly swallowed.

"I'm going to ask Emily to marry me."

"What?" She earnestly asked, staring at him. Sometimes a thought is so hateful the mind literally rejects it.

"I'm going to propose to Emily. Probably next weekend. Of course I had to talk to you about it first."

Somehow deep down Carly had known this was coming, even so soon, but that didn't help her to handle it any better. Spencer was still speaking, something about having respect for her feelings and something about changes, but Carly wasn't listening.

She popped up, ran to the bathroom, and vomited.

Spencer came up quickly behind her. "Carly?"

She flushed the toilet, and rinsed her mouth out at the sink.

"Remember that talk we didn't have…?" he began. "Should we have had it?"

Carly still felt queasy, and wasn't in the mood for levity, but she rolled her eyes at him. "I'm not pregnant."

"And you didn't drink anything?" he interrogated skeptically.

"You know I didn't: you smelled my breath."

"Are you sick?"

"I just want to go to bed," she moaned, staggering towards her bedroom. She froze, and turned back to him. "You want to _marry _her?" she suddenly demanded in a shrill, incredulous shriek. "After only _four months_!"

Spencer ran up to her and put his hand over her mouth. "Shhh."

"She's _here_?" Carly shouted, only slightly muffled by his hand. "So you were worried sick, just not enough to send your girlfriend home?" She broke away from him and began sobbing into her doorframe.

"Carly?" Spencer was baffled completely. He reached out for half-heartedly because he knew he would only be pushed away. He wanted to comfort her, but her tears were more angry than sad. She slammed the door on him, and after she told him to "Go away", he did, walking down the stairs to the mezzanine.

"What was that?" Emily whispered, appearing in the door to his bedroom.

"Carly."

"Yeah, I figured. I'm glad she's OK. Did you two fight?"

"I don't…I don't know what we did. I think it must be, you know, her…'time of the month'."

He'd never seen her so hormonal.

Emily rolled her eyes at him, and then yanked him into the bedroom.

/

The only good thing Carly was able to acknowledge was the fact that it was Sunday, and she could spend the day in bed. She crept out surreptitiously for cereal and snack foods, avoiding Spencer as best she could. She could hear Emily's voice from time to time, so she put on headphones.

The way she was feeling…It wasn't supposed to be like this. Spencer had found someone he loved, someone he could be happy with. She should be glad. She should be _relieved_ that he'd found the one.

She didn't feel relieved.

Sam burst in a little after two o'clock. "You're still in bed? Even _I'm_ not still in bed."

Carly covered her face with her pillow and rolled away from her friend. "What are you doing here? I'm grounded, you can't be here."

"Actually Spencer was the one who called me." Sam shut the door behind her, and plopped down on the bed beside her friend. "He sounded kinda worried."

Carly threw the pillow back behind her head and rotated to face Sam. "I don't know what's wrong with me."

"There's nothing wrong with you. You're _Carly_. You're perfect."

Carly shook her head. "I think I might need to check myself into Troubled Waters. Maybe I can learn more about my future vice presidency from Caleb."

"Don't be ridiculous. Mental hospitals don't help sane people. And after the time I spent there, I'm not sure how much they do for the crazies. Now come on, get up."

Sam pulled on Carly's arms, and forced her to sit up. She leaned back against her headboard with a sigh. "Spencer is going to propose to Emily. He told me this morning."

Sam smiled. "That's great." Then she looked more closely at Carly's face: "That's…not great?"

"No, it is," Carly responded, sighing again.

"Really? Cause it doesn't sound like it to hear it from you."

"No, Freddie's right. She's perfect. She likes watching _Underwater Celebrities_, and eating spaghetti tacos, and she likes Spencer's sculptures. His socks." Carly felt a stinging in her eyes, and stopped listing before Sam could hear the tears in her voice.

"Carls, Carls, relax." Sam put her hands on Carly's shoulders. "I know what's going on here. You're afraid you're going to lose Spencer. But you're not! He loves you more than anything."

"He _did_ love me more than anything. But he's going to have a _wife_ soon. A wife! And probably kids. And I'll be 18 and he'll want to move out into a house."

Sam pulled Carly into a hug. "I know, I know. You lost your mother, and you never see your Dad. You don't want to say goodbye to Spencer too. But he's not going to let that happen."

Carly clung to her friend, wetting Sam's shoulder with her tears. "My whole life is going to change, and I don't want it to." She thought about Mitch the Christmas angel, and the vision he had given her of a life with a different Spencer. How would Spencer change once he married? And how would that affect her future?

"You'll always have me and Freddie. And, hell, Gibby too, not that he really counts. We're not going anywhere."

Carly smiled at that. But it wasn't enough.

/

She took a long shower, moving aside an empty milk cartoon and a bottle of olive oil that Spencer had left in there. It felt good to let the caked make-up and club smells rinse away.

She tried to sing a song like she normally did, but there was no song in her heart.

There was only one thing to do: like Emily. That was the only option. If she could begin to like Emily, then she could make friends with Emily, and then it would be like gaining a sister instead of losing a brother. That's what needed to happen.

But the very thought of the woman made Carly's skin crawl.

And Carly couldn't help but think about each and every Emily-related thing that made her want to beat her brother's soon-to-be-fiancee with a baseball bat.

She thought about Spencer and Emily watching TV together on Saturday nights. And she thought about him not being available for _iCarly_ because he was out at dinner with Emily. And she thought about Spencer always showing his new sculptures and creations to Emily first. Being excited to show _her_ what he had made or found. And him making his spaghetti tacos for _her._ And him being embarrassed about his book club because of _her_. And him accidentally trying to put on _her _jeans.

And she thought about his arm around Emily. And his lips kissing hers. Only hers, for the rest of time. And the two of them holding hands whenever they were next to each other, and him leaning into her space when they were in the kitchen together, and the two of them in bed together, his hands on her while they took off each others clothes, and their skin pressed flush together, and him waking up with her naked beside him, and the kiss they'd share every morning, and the smile on his face when she'd call him during her lunch break, and the way he'd look at her across the dinner table while he waited impatiently to get her back into the bedroom.

And then Carly realized it: she wasn't a jealous sister, she was a jealous lover. And she wasn't just losing a brother, she was losing _her_ guy, the one she wanted to be with forever.

For always.

The water grew cold before Carly realized she hadn't moved in 30 minutes.

A part of her wished she could go back to ignorance. To not knowing why she was so scared and angry.

But there was no going back.

/

Carly was almost out her bedroom door when she realized what she had done.

She had dressed in a low-cut v-neck dress that ended so high above her knees it barely qualified as one. And she'd put on a pair of light-up stockings from Socko.

Obviously she was trying to impress someone.

She didn't change into a different outfit.

If her life was now trying to seduce Spencer, she was going to embrace that.

"That was a long shower," Spencer commented awkwardly.

"You're one to talk," Carly replied, snippily. She couldn't control her tone. She wasn't angry with him. She was the opposite of angry with him.

And yet…

How could he leave her?

How could he love someone else when she loved him? How could he want someone else when she only wanted him?

Spencer was putting dinner out on the table. Pizza.

Emily was getting out drinks. The bitch already thought she lived here.

Carly silently reprimanded herself. Emily had done nothing wrong but love and appreciate Spencer. She and Carly now had more in common than almost anyone in the world.

Still, it felt good to call her a bitch.

Carly took over the task officiously, and told Emily to sit down.

"Are you, uh, feeling better?" Spencer posed cautiously.

"I'm feeling fine," she answered without looking at him.

She was_ far_ from fine.

Dinner was uncomfortable. And silent. Carly spent the entire time staring at Spencer, and she knew she shouldn't but she couldn't stop. Every line of his face was so familiar to her, and she loved him no more than she had before, because she had always loved him to the limit of human ability, but now the way he chewed fascinated her, and the way he set the pizza back down on the plate with the edge hanging off so that it was easier to pick up, and the way he took a drink of his Wahoo Punch before he had swallowed his last bite of pizza and seemed to enjoy the curious mix in his mouth.

His shoulders seemed broad as he rested his elbows on the table. She'd touched them before. Touched his arms. Touched his chest. But now the thought excited her.

How had this happened? Spencer? _Spencer?_

Carly didn't eat much. Butterflies had moved permanently into her stomach, and they were agitated.

She glanced over at Emily. The woman was smiling kindly, eagerly. Carly tried to smile back, but she was glad she didn't have to see the grotesque product.

Carly returned to her room after she was done eating. She drove the boat around her coffee table, but it got stuck in a corner and she didn't even notice. The motor whizzed and whirled, but she didn't hear it.

Spencer came in about twenty minutes later and sat down next to her on her couch.

She subtly scooted away.

"Emily went home," he informed her.

Carly nodded, trying not to show glee.

"We should talk."

"We talked this morning."

"We should talk _more_."

Carly wasn't sure she could handle this. She'd only had her epiphany a few hours earlier. It was all still so new and horrible and wonderful and _new_.

"You're not grounded," he commuted. "You were obviously very…upset this morning, and I'm not going to punish you for that."

It was supposed to be a good thing not to be grounded, but all Carly heard was that he didn't want her around.

She nodded.

There was something on the edge of his tongue. For a petrifying moment she thought he somehow _knew_, but that wasn't it, exactly.

"Do you…do you…_not_ want me to marry Emily?"

Carly looked at him, and didn't know how to respond.

There was nothing she could say to him. She couldn't lie, and she _definitely _couldn't tell the truth.

"You don't, do you?" he surmised after a long silence, frowning.

"I just want you to be happy, Spencer. You know that," she replied quickly.

"And I just want_ you_ to be happy. You're clearly not."

"I am." She didn't sound convincing. If she didn't sound convincing to herself, there was no way her brother was going to believe her.

He ran his hand through his hair, though it was so short it did not make much difference.

"Remember when Grandad came to take me away to Yakima?" she asked.

"How could I forget?" His pensive eyes turned back to her.

"This…this feels like that did."

She expected to see relieved understanding splashed across his face, but his frown was even more severe now. "I know," he said quietly.

/

Carly was cooking dinner – enough for her, Sam (who was staying the night), Spencer, and Emily – when Spencer called her and told her he was spending the night at Emily's. He never had before. He'd gone over there, but he'd always come back before it got too late.

Carly was too disheartened to finish dinner, but Sam was expecting a meal, and had promised she could eat enough to make up for the absence of the other two.

"It feels weird without Spencer here," Sam commented, rubbing her full stomach while they watched TV. "Empty."

"Yeah," Carly answered her, before biting her lips to keep herself from crying. She was glad it was dark, and the TV was loud, because she already sniffling.

The apartment felt dead. Foreign. Vacant. Her voice seemed to echo. Her heart knew he wasn't there, somehow. She could just feel it.

"But I guess he and Emily needed some time to…" She made an obscene gesture. "They wouldn't want to do that with you around."

"Hasn't bothered them in the past," Carly spat bitterly.

Sam's eyes went a little wide. "Really?"

Carly rolled her eyes and changed the channel.

"Maybe we should invite Freddie over," Sam suggested timidly, a few moments later.

Carly jumped to her feet. "What? Am I not enough for you? Why am I not enough? I haven't _changed_. I'm not doing anything any differently. I'm still me. Why is it not enough? WHY?"

"Geez, Carls. Calm down." Sam frowned at her.

Carly's jaw dropped. "I'm sorry. That wasn't about you."

"Clearly."

Carly began to pace, moving her hands about nervously. "I'm not OK with this whole Emily thing. I've tried. But I'm just not…_OK_." She began to pace a little faster. "I want Spencer to be happy. I don't think I want anything as much as I want that. But…"

Sam stood, and put her hands on Carly's shoulder, holding her in place. "You have just as much right to be happy as anyone else. Say no more: I will call my uncle Carmine in the morning. He might be in jail, but he still knows plenty of guys who know how to make accidents happen. This Emily chick is history." Sam paused, and then added sadly: "Her and her bubble gum pie."

Carly was tempted. But she couldn't. "No, Sam. I can't do that."

"We could tell her that Spencer got hit by a bus. It worked when I wanted to get rid of that boyfriend of my mom's. Worked like a charm."

"She'll probably want to see for herself," Carly lamented. But she filed it away as a last resort, along with asking Spencer to act out a romantic play with her that she wrote herself.

Sam pushed down on her shoulders, forcing her to sit. "Leave it to Mama. I'll figure something out." She leaned back against once side, and pulled Carly's foot into her lap, beginning to massage it. "My poor Carly."

Carly sighed and changed the channel again. "Animal Planet or that vampire thing?"

"Oh, is _Elephant Love_ on?"

Carly put it onto the show Sam had requested, although it had always made her a little uncomfortable.

"So, about Freddie?" Sam posed again, cautiously.

"Fine," Carly gave in. Then she laughed. "Go ahead."

Sam texted Freddie to join them, but he was with Spencer when he walked through the door a few minutes later.

Freddie looked at them, and then pinched himself.

"What was that for?" Carly asked.

"Nothing. I just have a fantasy that starts out exactly like this," he joked.

Sam swallowed, and then glowered.

Spencer cleared his throat loudly. "Do I need to send you away, Fredward?"

"No, Sir,"

"What are you doing here?" Carly asked her brother quietly.

Spencer closed the door behind him, and then sat down on the couch in between her and Sam, crushing the leg Carly had extended onto Sam for her massage. "It just felt too weird," he explained with a casual shrug. "Ooh, _Elephant Love_."


	3. Chapter 3 The Plan

**CHAPTER 3**

THE PLAN

Spencer dragged her ring-shopping the next day, even though he had pushed back the proposal by another week out of consideration for her difficulty in dealing with the situation. She begged him to leave her at home, but he said he was in desperate need of her help.

"These are all the same grade," the jeweler explained, pulling out several engagement rings and setting them in a row on the glass counter, "but each stone is unique." He laid out a magnifying glass. "Feel free to take a closer look."

"You can afford these?" Carly asked her brother, leaning into his personal space so the retailer couldn't hear her.

"I've got some money saved. I was going to buy a jet ski, but this is more important."

Carly would have rather had a jet ski.

She pressed her face down close to the rings, and examined the different bands.

Spencer got into a discussion with the clerk about pricing, while another attended Carly in a way that made her suspect he was paid on commission.

When Carly reached to pick one of the rings up, he explained that it was a simple, but elegant cut. She put it back, and chose another. "Very feminine," he explained. "A lovely decoration for a lovely hand. You should try it on."

Carly slipped it onto the proper finger and admired the view.

"You should tell your fiancé you want this one," the clerk urged her, glancing at Spencer.

Carly took the ring off quickly and set it back into its velvet box. "It's not for me."

Spencer concluded his discussion and joined her. "Are any standing out?"

She could feel the clerk watching her. "I like this one," Carly said, indicating the "simple, but elegant" ring. Carly didn't want Emily getting the ring she herself liked most.

Spencer spent a few more minutes perusing.

"What do you think of this one?" he asked her, lifting up a band with two swans encircling the diamond in the shape of a heart. "Emily would probably find it too goofy."

"It's not goofy; it's pretty. I'd love it. If it was given to me, I'd love it," Carly answered him, her lips pursed.

"I'm leaning towards this one," he told her, pointing towards the "very feminine" ring Carly would have chosen for herself.

Carly sighed. "Of course you are."

Afterwards he told her it had been fun, ring shopping with her.

She'd had a considerably less pleasurable time.

/

Carly tried to improve her general mood after Spencer had come to talk to her, and she made an extra effort to be courteous to Emily, but those close to her could still tell she wasn't herself.

She longed to tell Sam what she was feeling. She had grown angry with Freddie and Sam when they kept secrets from her, but this secret was just too big. And what could they do?

Spencer asked Carly to hold onto the ring so that Emily wouldn't find it. Carly didn't like that Emily had such a free run of the house she might find it in any room but Carly's, but she did what he asked. It was tucked into the stomach pouch of her stuffed bear, and Carly was staring at it during the very second that Emily knocked on her door.

She was over all the time now. Almost every night. Most mornings afterwards. He hadn't even proposed yet, and already everything was changing.

"Come in," Carly invited, shifting her eyes away from her bear.

"Hi," Emily said shyly, smiling.

Carly indicated her couch with a fling of her hand, and Emily closed the door behind her and took a seat. "Hi, Emily."

"I told Spencer to come let me talk to you. I know that something's troubling you, and I thought, I don't know, maybe you'd talk to me about it. I know we don't know each other too well, but I want us to be friends, Carly."

Carly was thinking some very discourteous things. She didn't speak.

Emily continued: "It's about a boy, isn't it?"

Carly laughed mirthlessly. "Yes, it's about a boy."

A triumphant smile took over Emily's face. "I thought so! It's usually a boy, isn't it?"

Carly nodded. The thought of how in-over-her-head Emily was at the moment was putting her in a better mood than she had been in for days.

"So tell me: what's the problem? Is he not interested? Is he leaving for a college far away?"

Carly paused thoughtfully, appraising Emily. "He has a girlfriend," Carly finally said, sharp and clear.

Of course it was much more complicated than that.

"Ah," Emily responded, nodding sympathetically. "I see. A serious girlfriend?"

"Pretty serious, yeah."

"He loves her?"

"He must."

"And she loves him?"

"She couldn't not."

Emily laughed at Carly's certitude on that score. "But you love him too?" she asked softly.

Carly didn't want to cry in front of her rival, but she could feel the water welling in her eyes. She nodded, and then buried her face in her arms and began to sob. "So much," she wailed.

Placing her hand on Carly's back, she gave her a soothing caress. "There, there. Shhhh. Tell me: how does this boy feel about you?"

"He doesn't-" she sobbed, "he doesn't see me _that_ way. We've been…_friends _for a long time. But I'll never know if he could, because of _her_." Carly dried her eyes on her shirt, and lifted her face. "I probably would never have known how I felt if he hadn't gotten together with her. But now it's too late."

"Are we talking about Freddie and Sam, Carly?"

Carly wasn't prepared for that. She couldn't help an incredulous little laugh. "No, no. It's not them."

"Good." Emily replied, relieved. She resumed: "It's never too late, Carly. Not while there's life."

Carly perked up a little. "You really think so?"

"I really do."

"But if they're happy together, then it's wrong of me to do anything that might hurt their relationship."

"I don't think it's that simple." Emily sighed. "My best friend stole my boyfriend from me in high school. I was angry for years. But they're married now, and happy. They loved each other. My feelings were hurt, but what they had was so much more important than my pride. How can I begrudge them their love? They were right for each other. They just found each other at an inconvenient time. So I can say, even as the aggrieved party, that if it could be true love, maybe you should go for it. You're a young girl: you don't want to spend the rest of your life regretting what you didn't do or what you could have had. Take it from one who knows."

"You really think I should tell him I love him, even though he's with someone else, and it's serious."

Emily nodded and shrugged. "Maybe that's not what I should be telling you. But that's what I think. If things work out for you and him, this other girl – she'll move on. It might not be easy, but she will. What's more important than love? I think a lot of relationships have a solid foundation of trust and commonality, and love builds from that. But sometimes two people are just meant to be together. Proper behavior shouldn't stand in the way of that."

Carly felt guiltier than she had yet since meeting Emily, and she hadn't even made a move yet. She couldn't even enjoy the irony of what Emily was saying. For the first time (and probably the last time), she gave Emily a truly warm smile.

/

Once Emily was gone, foolishly thinking she had just made everything better for everyone, and having been sworn to secrecy, Carly decided to take a long bath, even though she'd showered that morning.

She couldn't just tell Spencer that she was in love with him. She couldn't just tell him to break-up with Emily and be with her instead.

He would reject her out of hand.

She would have done the same, before…

He had to be…prepared. Exposed. His mind opened.

Maybe he could never feel the way about her that she felt about him. But maybe he could…

It had happened for Sam and Freddie. She didn't know what was going on with them now; she didn't understand it, and didn't like it, because the only creature walking the Earth more wretched than the two of them was herself. It was a calmer and more familiar state now, but tainted. She had no doubt that they had loved each other in a way that was equal and perfect, and if it had happened for them, maybe it could happen for her and Spencer.

She didn't have very much time.

Carly didn't feel right about trying to split Spencer and Emily apart, but she agreed with what Emily had said. In the end, it would be Spencer who did the breaking and the splitting. He would have to choose. But she had to show him there was a choice to be made. It was unfair to him _not _to know there was a choice.

/

Carly's plan was multi-pronged, as all good plans were. She knew what it felt like to be losing him, but he needed to be reminded what it felt like to be losing her.

She left a brochure on the counter by the computer, for San Francisco University. 800 miles away. 18 hours by car. Far enough. He knew she admired the city; it wouldn't be difficult for him to believe she was considering applying.

When she got home from school, Emily was in the kitchen cooking dinner. To Carly's vexation, she had rearranged a few of the silverware drawers. She claimed her method was more "practical". Carly had yet to voice her agreement, though it was getting harder and harder to deny. Somehow she had even found a place for all of the spoons. Spencer had bought a new set when he made his spoon hat, but then the hat fell apart, and they had twice as many spoons as any household could ever possibly need. Even one that frequently entertained Samantha Puckett.

Spencer was watching TV, but he put it on mute the second Carly walked through the door.

"SFU?" Spencer demanded, before she had even shut the door behind her.

Shaking her head at him, she asked him to let her put away her stuff first. She smiled to herself when she turned her back on him to hang up her bag.

"That doesn't even sound like a school name, it sounds like a naughty text abbreviation." He picked up the brochure and waved it around.

Carly rolled her eyes. "It's a good school."

"It's a great school," Emily echoed in the kitchen.

Carly tried not to glare. She hated intrusions, and intrusive people. Emily was not a part of this conversation. The fact that she was trying to be supportive was even more infuriating.

Crossing her arms, Carly reminded him that she had to go to college somewhere.

"But not San Francisco. It's always cold and foggy. Why would you want to go there?"

"You know I love it there. The art. The culture. The bay. The cheap Chinatown shopping."

"It's a beautiful town. Great people," Emily informed them, rifling loudly though some pots.

_Now she's just trying to get rid of me,_ Carly thought.

"It's too far," Spencer said seriously, quietly. He ignored Emily. "I would never see you."

"No," Carly answered him softly. "No, you wouldn't. Not very often."

He slammed the brochure down on the coffee table. "You're not going to San Francisco. And you're…_grounded_. Forever." He pointed angrily towards her bedroom. "And no dinner."

Laughing inside, Carly went up to her room. It felt good to be grounded again.

/

She attempted next to make Spencer jealous.

It was an icky thing to do. The very thought of it disgusted her. This plotting and manipulating wasn't like her. But it had to be subtly done.

He'd never liked any of her boyfriends. He didn't even like Freddie overly much. She thought there was a chance that she might push him over the edge a little, if she were really trying.

She considered confiding in Gibby and employing his help. He marched to the beat of his own drum, and while he wasn't the best at keeping secrets, he believed in true love, and was a loyal friend, and wouldn't judge her. But she didn't think she could make Spencer jealous with Gibby. The guy from the club, on the other hand…He was extremely good looking, _and_ he'd given her his number.

His name was Jack, and he didn't seem to mind when she told him on the phone that she only wanted to use him.

Carly talked him up around the house before bringing him over. She lied about how long she had known him, and by the time she was ready to show him off to Spencer, she'd convinced him and Emily that they were a serious couple. She kept her distance from Sam, Freddie, and Gibby while carrying out her plan. She told them she was busy with homework, and they were a little suspicious, but careful enough of her changed moods to give her some space.

Jack came over for dinner. He was polite and affectionate, as she had asked him to be. She thought he might want some money or a guest spot on _iCarly_, but he was content just to make out with her, which she made sure they did, frequently, and in front of Spencer.

Emily put her hand on Spencer's, and whispered to him that if they were out in the living room making out, then they weren't doing worse things in the privacy of Carly's bedroom, but Spencer still boiled.

Carly tried to be furtive when she checked Spencer's reactions, but she worried he caught her once or twice.

"Jack's considering San Fran U as well," Carly announced at dinner, a day when Jack wasn't over. "To be with me. He's at Udub right now."

Spencer's jaw dropped. "He's in college?"

"A senior," Carly replied. Spencer had might as well get used to her dating someone considerably older. Jack was really only 19. "He'll be going for his MBA next year." The lies rolled off her tongue with alarming ease. As a failed law schooler, nothing would drive Spencer crazy like a successful and dedicated business student.

Spencer was almost catatonic.

Emily came to Carly to get the dirt on Jack. "Is he the guy?" she asked.

Carly told her he wasn't the guy. She'd moved on.

But Carly grew tired of Jack's company, and the whole charade. She didn't think she could take it any further in the time allotted. If she could pique Spencer's jealousy this way, it would have happened already. She'd done everything save fake her own engagement, and she wasn't going to do that. So she told everyone that she and Jack had broken it off. She feigned a two-day depression, and then seemed to bounce back to her regularly-scheduled morosity.

More sullen than usual, Spencer kept his thoughts about Jack to himself, but Carly knew he was relieved when she ended the affair.

/

Carly had been wearing more revealing clothing than was her tendency, but she knew she needed to take things to the next level.

Spencer needed a rude awakening.

Without telling her why, Carly had Sam do some damage to Emily's car. Emily hated riding Spencer's motorcycle and being outside in the rain, so she wasn't around much while her car was in the shop.

Carly felt horribly wicked, but she needed some time alone with Spencer.

She wondered if she was crazy when she dragged the hook of the wire hanger up her back, creating a shallow cut parallel with the line of her spine, from her mid-back up to her shoulder blades. But desperate times called for desperate measures, and she was nothing if not desperate.

And she'd asked Spencer to give himself a bloody nose with a 2"x4", so she could do this for him.

On bottom she wore a short black skirt. And on top she wore nothing. No shirt, no bra. She made sure the cut went below the back line of her even her lowest halters, and she had nothing backless. Spencer would never let her wear something backless. She picked up a flimsy shirt – nearly sheer and not much fabric to speak of – and held it against her chest to cover her breasts.

Then she faked a cry of distress.

Spencer came running – he didn't even knock. "Oh, what, are you, what, oh, sorry" he stuttered, looking down and away as he realized she wasn't wearing a shirt even though her naughty parts were covered.

"I cut myself," she informed him, turning her back to him so that he could see the line of red.

"How'd that happen?"

"It was silly. The hanger was still inside when I put my shirt on. It cut me." She turned back to him.

The lights were purposefully low in her room. After all, that's what you did: you put the horses in the barn, and then you turned down the barn lights.

"No wonder you couldn't tell the hanger was still in there. It's dark in here." He went to the light switch to flip it on, but she'd broken the light bulb in her gummy bear chandelier. On purpose.

"It's burnt out _already_?" he asked, incredulous. "That thing is supposed to last for years."

She ignored that comment, and walked slowly towards him, and then showed her bare back to him again, only inches away this time. "Will you bandage it up? I can't reach," she said softly and quietly, just above a whisper, rippling her spine once.

There was a beat before he responded, which gave her some hope she was achieving her goal. "Call me Nurse Spencer." He ushered her towards the bathroom, without touching her.

The lights in there were bright and harsh, but the smallness of the room more than made up for it.

He had her stand against the counter while he wetted a paper towel in the sink, which put the front of her perfectly into the mirror's reflection. He couldn't escape looking at her. All of her.

For the second he looked down to turn off the faucet, she shook her head, releasing her hair from where it had been held over the edge of her shoulder. She had been sure to wear it down, so that he would have to touch it.

He swept it gently to the side, never once touching her skin - something he must have been sure to avoid on purpose, because anything less than meticulous care in the act would have resulted in contact.

She knew. She'd practiced.

She shivered when the cold water on the paper towel hit the cut, but it was the touch and not the injury.

"If it hurts so badly, maybe I should get Mrs. Benson," Spencer said suddenly, making a move for the door.

Carly put up her hand to stop him. "We don't need her."

He returned and continued to gently wipe up the blood. There wasn't very much, but enough to turn the paper towel a light pink.

He pulled out the first aid kit and applied some hydrogen peroxide to a small cloth.

It genuinely stung when he cleaned the wound, but she exaggerated the pain with a breathy, throaty gasp. A blush crept up her neck, shame and embarrassment at what she'd resorted to. She hoped he'd attribute it to the pain, if he ever looked up and saw it. His eyes were glued with an improbable ceaselessness to the task before him, and his uncharacteristic reticence was becoming suspect.

It was going well.

"Neosporin?" he asked.

She didn't think an antibiotic ointment would be necessary. "Is it still bleeding?" she questioned coyly over her shoulder, twisting her head slightly towards him, causing her hair to cascade down once more.

This time she reached behind to collect it herself, only she pretended to fumble at it, accidentally brushing her hand across his chest once or twice as she gathered the loose strands into her fist and brought them back over her left shoulder.

He ran his finger along the side of the cut to guide his gaze, causing her to shudder again.

"Sorry, sorry. Did that hurt?"

"No," she answered him quickly and softly, without thinking. She then realized she probably should have said "yes".

"It's not bleeding anymore."

"Then just tape some gauze down, I suppose," Carly instructed, afraid she'd overstepped and now suddenly shy.

Every time his fingers touched her, to hold the gauze in place or to press down the tape, she wanted to move backwards into his hand, and it was all she could do to resist.

How had she ever gotten to this place?

She stared at herself in the mirror, and both hated and loved the miserable, desperate eyes staring back at her. They had never known such misery before, but neither had they known such exultation.

"Done!" he cheered, giving her a light slap on the shoulder.

She swirled around to face him. "Yay!"

The bathroom was so small that they were almost touching.

It was time. Could she do it?

She tried to turn off her brain, and just carry out the plan as premeditated, but she was terrified.

But she did it.

She feigned accidentally dropping the shirt that she had been holding up to cover herself. "Oh," she gasped, as it fell to the floor.

Her hair was much longer now. It covered the top of her breasts, but not her nipples. She immediately slid one arm across her chest, and managed to hide a disheartening amount of that-which-should-not-be-seen, but certainly not enough to spare them any further embarrassment.

She lifted her panicked eyes to his. His eyes were bulging out of his head and he was looking every which way but straight down.

They both reached down to pick the shirt at the same time, but only managed to bump foreheads.

At that point he squeezed past her and sprinted out onto the mezzanine, while she reached haphazardly for the shower curtain and stretched it around her. He ran down the stairs and she heard enough footsteps she thought he must have reached all the way to the kitchen.

"Thanks for your help!" she called out awkwardly, running up the stairs to her room, now wearing the shirt.

"Yep, no problem!" he returned quickly and even more awkwardly. And with a full mouth. She assumed he'd pulled out a beer.

Or vodka.

With the door closed behind her, she was able to laugh.

And the Oscar goes to…

It couldn't have gone more perfectly if she had planned it.

Oh wait, she _had _planned it.

/

Every once in a while, Spencer got up and jogged with Emily. Carly knew he hated it, and did everything she could to exacerbate the issue. But on this particular occasion, it was useful. He was back before her normal hour to rise, and had hopped right into the shower.

Clad in her most lingerie-like of pajamas, she snuck into his room, and went to sleep on his bed. Clasping a letter in her hand, she planned to tell him that she had come to discuss it with him, and had fallen asleep while waiting.

It hadn't been her intention to actually fall asleep, but she hadn't been sleeping well, and was tired. She had been out like a light. Maybe Spencer's bed held special properties for her.

"Uh, Carly…?" he asked, puzzled, waking her with his words.

She was glad she'd fallen asleep: it was the authenticity this, one of her iffier ideas, had really needed.

She sat up languidly, drawing as much attention to her body as he could, and rubbed her eyes.

Spencer was standing by his closet. He clearly hadn't noticed her right away, because he was already half-dressed. She tried not to giggle, thinking that he'd been buck naked and totally oblivious to her presence, while she lied there in his bed, equally clueless.

He was still shirtless now, wearing only a pair of dark blue jeans and pickle-print boxers – the band visible above the rim of his pants.

His unsure stance hinted at embarrassment, but he relaxed a little as it became clear that she had been well and truly fast asleep and hadn't _seen _anything.

Still disoriented from her little nap, she was slow to give him an explanation for her presence. But then she felt the envelope in her hand and remembered. "We need to talk about this bill. It's almost overdue." She shook it, and then rose to her feet and yawned: "I guess I fell asleep."

"I guess _so_," he teased. He walked over to her and tousled her hair before plucking the envelope from her hands.

Look at his _face_, she ordered herself. It wasn't easy.

How many times had she seen him bare-chested? He'd thrown her over his shoulder and carried her struggling down the stairs without a shirt on when Shelby Marx had come to pay a call!

But it was all different now.

So different.

The air turned electric as soon as he got close. She didn't know if he felt it, but she also didn't know how he couldn't.

Carly tugged surreptitiously at the bottom of her lacy tank top to pull the neckline down lower while he glanced over the invoice, and stood erect.

He noticed.

When he looked back at her, he noticed.

His eyes lingered for the slightest of seconds on her cleavage. It hadn't been an accident or a chance glimpse out of context. And he wasn't just remembering the Florence Nightingale incident from the night before.

It was sly, and deliberate, and libidinous.

But brief.

"I'll pay it today. I don't know how I missed it." Spencer was surprisingly good about paying the bills. Carly was thinking she might need to consider a career in espionage, because she was proving very good at all this: he'd missed the bill because Carly had snatched it up a week earlier in case she might have need of an emergency conversation prompt. Or a way to sabotage Spencer and Emily's relationship. (Thus far Carly's efforts to exploit Spencer's messiness, wackiness, and his predisposition towards accidents as a wedge to drive him and Emily apart were failing.)

Carly nodded approvingly. "Good." She yawned again. "I'm going back to bed." She turned around and began heading back into Spencer's bed.

He put his hands around her waist and forced her to turn towards the door. Then he gave her a pat on the back to get her started.

Mindlessly she stumbled out of the room, then turned the corner and went up the stairs.

"It's time for school!" Spencer yelled at her. "Don't you dare get back in bed!"

"I'm skipping."

"No you're not."

"I tried getting up. Didn't care for it much."

He appeared in his doorframe, laughing. "I'll drive you. Just put some clothes on." She wasn't looking, but if he had been, she would have seen him frown as he considered and then regretted his word choice.

/

Spencer had found an LED light sign at the junk yard. After some electrical retrofitting and bulb replacements, he assured everyone that it was ready to go, and gathered them around to see it.

Carly had made a few wiring tweaks herself, and so she was the most unsurprised when, as Spencer flipped the switch, the fuse blew, the power in the apartment went out, and it caught fire. It probably would have caught fire anyway, but she wasn't leaving things to chance.

Carly hadn't actually intended for the power to go out, but she wasn't an engineer, was she?

"I was so careful!" Spencer cried, disappointed but unconcerned.

Sam was munching on an apple, and continued to do so, nonplussed.

Gibby was laughing, impressed. "Nice work, Spencer."

"That's not what was supposed to happen, idiot," Sam said, pounding him once on the head.

"Hey!" Gibby growled. "You were supposed to be nicer to me now that you and Freddie are broken up."

"Doesn't work like that, Gibby."

"But you can be mean to Freddie now."

"Hey!" Freddie protested.

Sam didn't explain.

Emily was screaming, terrified, and grabbing her purse so she could flee from the apartment.

But Carly had already found the extinguisher and put out the fire. She blew the end of the nozzle like a cowboy in a western. "And then you just hang the extinguisher back in its wall bracket," she informed them (and especially Emily) coolly, setting the canister back into its mount.

Spencer nodded at her, impressed.

"This always happens," Carly said to Emily sassily. "You'd better get used to it."

/

When Carly forced her eyes open, she saw Spencer.

She didn't remember this part of the plan.

She turned off her alarm, and tried to gather her thoughts. He was still there, it wasn't a dream. But he was just asleep on her window seat, her ridiculous number of pillows covering him like a blanket.

Then she remembered: the nightmare.

Bad dreams had woken her more often than not during the past few weeks. Ever since Spencer had told her he was going to propose to Emily, she hadn't slept the night through. They weren't night terrors, exactly, but her mind found little solace in dreaming. And then, last night, she'd woken screaming.

Spencer ran in, and he told her he'd stay with her until she fell asleep again, even though Emily was waiting for him in his bed. He knew Carly hadn't been sleeping well. The bags under her eyes were obvious enough.

He sat down the edge of her bed after waking her up, and pulled her into his arms. "Just a dream," he whispered.

But it wasn't just a dream.

She wrapped her arms around his neck and cried into his shoulder, and wondered if this was the last time they would ever have a moment like this.

He'd closed the door behind him. It was dark, and they were alone.

"I'm too old for this," she'd joked as she pulled away, wiping her eyes.

"I don't see why," he'd argued. "Everyone has bad dreams, Carly," he told her. "We're all afraid of something."

She had smiled. And then he had reached out, and ran a finger over her eyelashes to catch a remaining tear.

She drew out the silence, afraid to speak, or move, or even to breathe, for fear of shattering the moment.

The air was charged again, and he had to feel it.

He _had_ to feel it…

Through her now-dry eyelashes she turned her big brown puppy eyes up at him.

_Choose me, choose me, choose me._

She swallowed.

He leaned in, and kissed her on the forehead. "I'll stay until you fall asleep." Then he moved over to her window seat, and got comfortable.

She'd sighed, and then laid her head down.

He'd stayed all night.

The sound of the alarm had caused him to stir, but he didn't wake.

For a few minutes she just laid there, her head resting on her pillow, watching him. Then she set the alarm to go off again, and pretended not to wake, so he could be treated to the same visual she had woken to.

When she did open her eyes, he was staring back at her.

"The alarm," he said.

"Oh, yeah." She slammed the off-button.

"Pancakes?" he asked.

"Definitely." She smiled.

/

When Carly had dressed and gone downstairs, Emily was in front of the stove, and Spencer, in his pajamas and bathrobe, was seated at the table.

"Thanks, Emily," Carly said politely, announcing her arrival.

She liked to sit opposite Spencer at the table whenever Emily was there. Even though it wasn't the spot closest to him, it made her feel like the proper mistress of the household.

But this morning she just wanted to be close to him. She sat down in the seat that she knew already belonged to Emily, but Spencer didn't say anything.

Carly had dressed scantily once again. She was freezing, but skin was a very important part of her plan. Spencer moved to pour her some orange juice, but she told him she'd have hot chocolate instead.

Her hot water coincided well with the first batch of pancakes.

Emily served them proudly, setting one down on each of their plates.

Spencer regarded his with a frown. "It's just a pancake."

Emily furrowed her eyebrows. It was perfectly golden, so she had reason to be proud. "What is it, _exactly_, that you were expecting?"

Emily sighed inaudibly, and found herself a new chair.

Carly picked up the canister of whip cream off the table and quickly sprayed a smiling face onto Spencer's pancake. "Just something a bit more fun," she answered.

Picking up her knife, she carved her own pancake into the shape of a carrot. "Look, I'm eating my vegetables," she quipped, stuffing a forkful into her mouth. She squeezed an indecent amount of syrup onto her plate, and stuck another piece through her lips, this one sopping. "Mmmm. Vegetables are _so _good."

Spencer was laughing.

In a genuine accident, she had spilled some syrup. The drop ran down the underside of her forearm. Carly waited until she knew Spencer was watching and then licked it up in one long stroke of her tongue.

"I'll make the next round," Carly volunteered, when she had finished her "carrot". The first thing she did was add some food coloring – Spencer would like that. She used some of their larger cookie cutters to make the pancakes into fun figures. This was how she usually made pancakes.

It would be good to remind Spencer of that.


	4. Chapter 4  The Eleventh Hour

**CHAPTER 4**

THE ELEVENTH HOUR

Carly's success was short-lived: Emily's car was soon fixed, and she was over almost every day again.

Spencer told his little sister that he was planning a weekend getaway to the coast, during which he would propose. He'd patted for her to sit next to him on the couch, and unloaded it on her, after she came home from hanging out at Sam's.

It was late and dark.

And stormy.

"You're just going to leave me here?" Carly cried. "Home alone!" With the current weather and hour, it seemed a particularly troubling proposition.

"You're 17. It's a little old for a babysitter," he argued.

"But this is the city! It's dangerous." More than anything, she just didn't want him to go. She remembered the cold horror of the night she had only _almost _spent without him home.

"There have only been two crimes in this building: my nemesis Chuck stealing TV remotes, and your boyfriend who 'borrowed' my motorcycle. It's a safe neighborhood. But I figured you'd have Sam stay with you anyway. We both know Sam could take down a Colombian street gang with only a watermelon and a wide-toothed comb."

"But-"

"If you're so worried, I suppose I could ask Mrs. Benson to come stay with-"

"NO. No. That's all right. I'll be fine."

Carly could recognize when she had lost the battle. "You're finally going to propose," she despaired. He'd already postponed twice, so she'd nurtured a spark of hope it would never happen.

He nodded soberly. "Do you remember what you told me about Mary?"

She furrowed her eyebrows. "Socko's girlfriend Mary?"

"Yeah. You told me that it takes time to get used to someone new."

"You remember that?"

"Of course. I always listen to your advice, Carly. You should listen to it, too: Emily's still new. You just need some time to get used to her."

Carly shook her head fervently. "No, I don't. It won't work. It's not the same. That's not -" She didn't finish. She couldn't say: "That's not the problem."

"Talk to me, Carly," he pleaded. "Why won't you talk to me?"

"Do you really love her, Spencer? True love?" Carly asked.

"I'm 31, Carly," he replied, shaking his head. "I don't believe in true love anymore – I'm too old for that, and too old to keep playing around."

"What the hell does that mean?" Carly raged, leaping to her feet. She picked up a magazine off the coffee table, rolled it up, and gave him a few beatings before launching it savagely away. "You've never done what everyone else was doing just because everyone else was doing it. You're different, and you've never been ashamed of that. You've always done things your own way." Tears stung in her eyes. "You've never been afraid of what anyone else thought of you. And you've never compromised yourself. You don't even know how to. At least you never used to."

The last line had hurt him, and she was glad it was cutting through.

"You think I've changed."

"I think everything has changed," she responded angrily, crossing her arms. "And I didn't want anything to change, ever. I was never going to apply to San Francisco University, Spencer. _I _would never leave you." She turned her head away, and wiped the tears off on the upper arm of her shirt. "I need to go for a walk."

She stormed over the elevator and took it down.

He ran for the front door, hoping to intercept her in the lobby, but Emily was standing there.

"Hey, come on in. I'll be right back," he explained spuriously, already leaving her behind.

"Wait," Emily ordered, almost apologetically.

He could tell something was up from her tone. He made his way back to the front door, and then followed her in and sat down on the couch.

"You're breaking up with me, aren't you?" he deduced before she had even said anything. Spencer had been with a lot of girls – he knew that face. "Why?"

"I heard your message, Spencer. About the trip. It sounds wonderful, but…Well, it got me thinking." She pursed her lips. "I got into a serious relationship with you without even noticing it. We were good together, and then all of the sudden we were together all the time, and I just never thought too much about what we had. And now you want to go on this trip, and you probably weren't going to propose, or anything, but I was thinking, 'What if he did?', and I had to think about what I would say, and what I wanted. And how I felt about you, and how you felt about me. And then I realized: I need to be with a guy who's going to be put me first. It's wrong of me to want to come between you and Carly. But I need to be with someone who's going to put me first, and you never will." Emily shrugged sadly. "She hates me. I mean _really_ hates me. She's gone completely queen-of-the-jungle, alpha-female on me, and I don't think you even really noticed because you think she hung the moon, and I get the sense that she's not usually like that. But I'm tired of competing with her."

Spencer's expression was unreadable as he listened. It turned pensive as she finished.

"And Sam threatened my life if I didn't leave you. She scares me a little, so I'm not going to lie: it _was_ a factor. Don't tell her I told you."

Spencer frowned. "You've felt like you were in competition with Carly?"

"I _was_ in competition with her, Spencer. She doesn't want let you go. I don't blame her: you're a good big brother, and she doesn't have anyone else. All this time, and she's only lived with you." Emily stood. "You're not even thinking about me, are you? You're thinking about Carly. I'm breaking up with you, and you're not even thinking about me. You're not going to fight for us: I can see it in your eyes."

/

When Carly rounded the corner, Spencer was right there. She almost bumped into his chest. It was dark, and he was darkly dressed.

It was late, and she hadn't wanted to stray too far from the building, so she had already circled the block a few times. He must have seen: he was waiting for her. He was grinning like it was some joke, but she didn't feel better yet.

Her arms were crossed, but it wasn't keeping her warm, not when she was soaked from the rain and only getting wetter by the second.

"I'm still walking," she said petulantly, trying to push past him.

He stepped to the side and blocked her way, then took off his jacket and put it over her shoulders. "Enough of this. I'm worried about you." Wrapping his arm around her and placing his hand on the small of her back underneath the jacket, he pulled her under the awning of a closed sidewalk café. The streets were well-lit but deserted, and all of the businesses were closed. Every now and then a car went by, but that was the extent of the activity.

"I'm fine. I just want to finish my walk. I'm thinking. I need to think."

He hadn't removed his hand. She felt its warmth through her damp blouse.

"Here's something else for you to think about: Emily just dumped me."

"_What_?"

"She came up to apartment, and told me it was over, and left."

"In the last 15 minutes?"

He shrugged, dropping his hand from her. "Yep."

"You seem OK."

"I am OK." He shrugged again.

Carly pressed her lips tightly together, and moved her head around tormentedly. "It's my fault," she finally confessed. "I was trying to get rid of her."

"I know. She told me."

"What?" Carly gasped. She hung her head in shame. "I'll go apologize. I'll make it better, I promise." She grabbed his wrist. It was slick with rain. "I'm so sorry, Spencer. I'll fix it."

"It's OK, Carly. Although you probably shouldn't have sicced Sam on her."

Carly put her palm to her face. "Oh God, what did she do?"

"Nothing too bad, actually. Still illegal, though."

Carly laughed sheepishly. "You're not mad?"

He lifted his arms in another shrug. "Maybe I should be. But I'm not."

She was too embarrassed to look at him, but he put a finger under her chin and raised her eyes to his. "You really weren't going to apply to that college in San Francisco?"

She shook her head. "No way. I'm not leaving Seattle. Not without you. I don't even want to move out."

The rain picked up a little, giving her an excuse to step closer to him to get away from its splashing.

"Maybe I was never going to propose," he mused.

"You bought the ring," she hissed, bitter.

"I made three copies of the receipt," he admitted with a lopsided smile.

She smiled at that. "I was so afraid of losing you," she whispered. "I couldn't stand the thought of it."

"That was never going to happen," he insisted, almost offended she might think he would cast her aside. "I'm your big brother."

"You don't understand!"

"What don't I understand?"

She sighed frustratedly. "You thought you could have a wife, and a _me_. But you can't." She shook her head vigorously, furiously. "You just _can't_." Now that she wasn't moving, the cold was getting to her more. Carly stepped closer to him again, her body involuntarily seeking his warmth. "I didn't want to share. I _couldn't_ share you. You were losing me but it didn't stop you."

The censure and betrayal in her eyes winded him.

Spencer leaned over to be at eye-level, and brushed her dripping hair out of her face. "I thought I was losing you anyway. You're almost 18. Not a kid anymore."

"No," she agreed softly.

"It's gotta end some time."

"Does it?" she asked breathily. "Why? For you and me - why?"

He didn't answer.

He was on the precipice…But he clung to it.

"I was selfish," Carly began, "but sometimes when you really want something, you have to _fight_ for it." She threw her arms around his neck and planted a full kiss on his lips.

He responded to her even more quickly and more aggressively than she had hoped for - encircling her with his arms, drawing her up against him hungrily, and parting his lips. She could feel his better judgment kick-in a few seconds later, but she friskily kissed right on through his attempt to pull away and he gave in once again. He had straightened his back, but even as tall as he was he had only to bend his neck down for their lips to meet.

When he finally did pull away, they were both panting.

The kiss had made her bold, and she wasn't afraid to lift her eyes to his. He had backed out into the rain, and was scanning the street for any witnesses. There was no one around: it was Seattle – not New York. He looked scared, but not disgusted, which she considered encouraging. She clambered up onto one of the café chairs and playfully beckoned him to come back to her with one finger.

He glanced warily around again, wiping the pouring rain out of his eyes, still breathing heavily. The he nodded obediently and ran back to her, sweeping her into his arms and crushing his lips against hers with zeal.

He thought, for some reason, that kissing her again now would be less bad than later. It was all very, very bad. But that would be less bad.

He knew he couldn't kiss her again after this. He couldn't. So he savored every second of it, stretching her bottom lip out as he tried to take it away with him.

She laughed breathlessly and pressed her forehead against his.

But then he backed up slowly. "I need to, uh…I need to walk. I need to think and I need to walk." He pointed down the sidewalk, and began moving that way. "You should go home."

"You should take the coat!" she offered, beginning to remove it.

"No, no. I'm really _not _cold."

Carly suppressed her worry, and climbed carefully down off the metal chair.

When she entered the lobby, Lewbert yelled at her that she was dripping on his floor, but she dazily ignored him, a wide smile on her face.

Spencer didn't come back for two hours. Carly had already showered, put on pajamas, and fallen asleep in front of the television while watching a show that she had been so unable to pay attention to that she couldn't even remember what it was.

He kept his distance from her, waking her with his voice, and remaining in the corner of the room.

"We need to talk."

Inhaling deep, she sat up and relaxed against one of the side couch cushions, facing him. "I'm scared too, Spencer, but-"

"This can't happen."

"It already happened," she argued, sitting up straight.

"Nothing more can happen," he stated firmly. "I'm your guardian."

"I'm almost 18, Spencer, and it's about five years too late to start playing _that_ card because we both know I've been the adult often enough between us."

"If Dad-"

"I love Dad, but a phone call every few weeks doesn't give him the right to come here and tell us what to do. I'm not a kid anymore. Neither are you." When she stood and began advancing on him, he retreated nervously towards the wall. "We've done just fine without him."

"Apparently not," Spencer pointed out. "_Look_ at us!" He put his hand to his head in distress. "Oh God."

She bit her lip. "Stop worrying about what everyone else will feel. What do _you _feel?"

"I don't want this, Carly."

"You kissed me back," she reminded him confidently, taking another step towards him.

"I forgot who you were." He hit the wall.

"You forgot nothing," she rejoined with fierce eyes. "Don't be a coward. Do you have _any _idea what I've been going through?" She had gotten this far – she wasn't letting go now.

He slid down the wall until he was sitting on the floor, and rested his forehead on his bent knee. "I need to send you away. Or I'll go. We can't be together. We're only hurting each other."

She slapped him - lightly, but loudly. "That sounds like an orthodox solution for uptight, orthodox, boring people. I'm not going anywhere and neither are you." She dropped down into his lap, coiling her legs around him, but more for convenience than anything else.

There was nowhere for him to escape to, though he still tried to shy away.

She took his arm and hugged it comfortingly. "I'm scared too, Spencer. But like I said, 'sometimes when you really want something, you have to fight for it', and I'm going to fight. This is worth fighting for."

She placed the palm of his hand over her breast. He tried to retract it, but she held it firmly in place. Her red, lacy camisole was the sexiest nightwear she had. She'd been washing it by hand because she had been wearing it every night.

Then she slipped his hand up over the neckline of the tanktop and down underneath it, forcing his hand onto her bare breast.

"Carly," he cried, tugging feebly at his hand to pull it away.

"It's _OK_, Spencer. I'm not a little girl anymore. You know that."

He slid his thumb over her nipple, staring mesmerized at the movement underneath the cover of her shirt, and she inhaled sharply as it went erect.

He ripped his hand away, and tumbled her gently onto the floor as he rose to his feet. "I'm very tired. I'm going to bed. Uh, alone. Very much, very much alone." He held up two hands to her, like one made a "stay" command at a dog, and then ran off to his bedroom.

Carly chewed on her lip thoughtfully, and then retired to her bedroom for the night.

/

Spencer was already awake when Carly got up for the day. He had made breakfast.

She was afraid of what he would have to say. The biscuits he'd made from scratch were definitely born of some intense guilt, but the omelets and melon balls could have just been the product of a hungry and restless hand. He kept his back to her as she came to sit down at the table, and his "Hello, Kiddo" had definitely sounded strained.

Was he going to try and pretend like nothing had happened?

She waited, and let him do things the way he wanted to.

A few minutes later, after she had poured herself a glass of juice and snacked on some bacon, he set down the omelet in front of her. The entire top of it was covered in melted cheese.

"I got distracted while grating," he informed her, when he saw her face.

She nodded. "I see."

"Have your biscuit first," he ordered, sitting down across from her. "They just came out of the oven." He had put one on her plate.

"But the omelet will-"

"Eat the biscuit first," he repeated insistently.

"OK, OK. I'll eat a biscuit first."

She bit down on something hard. "You didn't use the flour from the pantry, did you?" she inquired, concerned. It had spilled down in the parking lot, but Spencer had wanted to keep it for a project. He had yet to that project. It had been three years.

But when she pulled the alleged pebble from her mouth, she saw only an engagement ring, covered in saliva-soaked biscuit.

Her jaw dropped. "_What_?"

"I'm not proposing marriage," he assured her. "Dad's not the only one that wouldn't fly with. But I figured, if I'm going to give a ring to someone, it ought to be you."

She smiled unsurely, and sucking the ring clean. "You mean that?"

"Yes." He scratched his head. "What you said last night – you were right. I think. I don't know. I'm supposed to be the one knows what's right and wrong. But I don't anymore. I just know what I want."

"You want me?" she asked quietly, her heart in her throat.

He nodded. Intensely. Resolutely. "I want you."

His gaze was making her blush. "Putting the ring in the biscuit was almost as cheesy as my omelet, here," she teased, relieving the tension. It was too much tension for breakfast.

He flung a melon ball at her with his spoon. "My idea was awesome and romantic." He seemed to think better of the second adjective after it had already been spoken.

"You're lucky I'm always in the mood for something cheesy."

"Oh no!"

"What?" Carly jumped.

"The omelets. They're getting cold. I worked so hard!" he moaned.

She laughed and began eating hers. "It's delicious. And still very warm. And very-"

"Not another word about the cheese content," he warned.

"So, what is this?" she questioned seriously, with her mouth full.

"Egg, onion, green pepper, and cheese, mostly."

She rolled her eyes. "You know what I mean."

He took a deep breath. "I think you should take the ring, and we should do what we want – though maybe _not_ tell everyone about it – and see where that takes us." He waited nervously for her response.

"I think you should take the ring back, and buy a jet ski. The rest sounds perfect."

"Really?" he checked, excited.

Carly nodded.

"You're gonna love it. We can take it out on the river. They have the one I want in black, and red, and yellow, and blue, and-"

"Eat your omelet!" she commanded.

They did the dishes together.

Spencer stopped her as she was about to leave the kitchen, and pinned her against the counter. "I'm too old for you."

"You're not any older than you were yesterday, or a few days ago. It didn't seem to matter then," Carly pointed out.

"But everything has changed. You didn't want anything to change," he reminded her, troubled.

She boosted herself up onto the counter, and wreathed her arms around his neck. "Sometimes a little change is a good thing." She brought her lips to his, and kissed him lightly. "Don't you agree?" She grinned.

He uttered a thinking noise, and then kissed her more heartily. "Hmmm…" He kissed her again. Carly began to giggle. Spencer kissed her once more, just to be sure. "After careful testing and deliberation, I have to say I agree."

It was only seconds after Carly had swiveled away and jumped off the counter that Sam barreled in.

"Sam didn't knock. What a surprise!" Spencer exclaimed.

"Yeah, yeah," Sam mumbled. Then she perked up: "Smells like bacon."

Carly pointed towards the fridge.

"That's going to be a problem," Spencer whispered to her.

Carly nodded, but she was laughing.

"Listen you can't stay, Sam," Spencer notified her. "Carly and I are going jet ski shopping. I'm going to call it 'The Carly'. Can you name a jet ski? I don't care. I'm naming mine."

He and Carly exchanged a secret smile while Sam was distracted by the bacon.


End file.
